This Independent Contractor Agreement (“Agreement”) is made and entered into by and between RMJ INSURANCE LLC, a Tennessee limited liability company, and each of its affiliated companies collectively, “RMJ INSURANCE LLC”, each located at 2817 West End Ave. #388, Nashville, TN 37203 and (“Contractor”).

WHEREAS, Contractor desires to become an independent contractor and an agent and/or investment adviser representative, as appropriate, of The Company through a branch office (generally referred to as “Branch Office” in this Agreement;

WHEREAS, The Company desires to engage Contractor as an independent contractor and an agent and/or investment adviser representative, as appropriate, of The Company through the Branch Office on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto

1. SERVICES.

1.1 Authorization. Subject to the terms and conditions of this Agreement and upon the proper execution of required agreements specific to each affiliated company, T h e C o m p a n y authorizes and engages Contractor to offer and provide, life insurance, investment advisory and other such services (“Services”) of The Company's and Contractor hereby accepts such engagement.

a) Contractor will adhere to The Company's compliance policies and procedures and Code of Ethics.

1.2 Relationship between the Parties. The parties agree that Contractor is an independent contractor and not for any purpose considered an employee of The Company's. Contractor agrees that Contractor is not entitled to participate in any profit sharing or pension retirement plan, vacation, holiday or sick pay, insurance coverage, or any other benefits of The Company's. Contractor recognizes and agrees that Contractor is liable for payment of Contractor’s income and self-employment taxes (Federal, State, local, etc.), fees, or licenses. The Company's and Contractor acknowledge and agree that this Agreement does not create and shall not be construed to create a partnership or joint venture relationship. Contractor shall not have the right to make any contracts or commitments for or on behalf of The Company's without first obtaining the written and signed consent from The Company's by a duly authorized officer of The Company's.

2. TERM OF ENGAGEMENT.

2.1 Term. The term of Contractor’s engagement shall begin on the date hereof (“Effective Date”) and continue until terminated by either party as provided in this Section 2.1. Either party can terminate this Agreement with 30-day written notice. If termination is for cause under Section 2.1(a)(i) – (iv) of this Agreement and initiated by The Company's, it will be effective immediately or as otherwise specified by The Company's. If termination is for cause under Section 2.1(a)(v) or 2.1(a)(vi) of this Agreement and initiated by The Company's, it will be effective upon 10 days written notice unless Contractor cures such breach and provides The Company's with reasonable evidence of the cure of such breach prior the expiration of such 10-day notice period. If termination is not for cause, it will be effective upon 30 days written notice to the other party (unless for cause or a shorter term is mutually agreed to between the parties). Contractor acknowledges and agrees that Contractor’s engagement as an independent contractor with The Company is “at will” and this Agreement does not create any obligation on the part of The Company to Contractor or Contractor to The Company for any fixed period of time.

(a) For purposes of this Agreement, “cause” includes the following with regard to Contractor’s actions or actions at Contractor’s direction: (i) any intentional act of fraud, theft, or any other material violation of law or regulation that occurs during or in the course of Contractor’s affiliation with The Company; (ii) any intentional damage to the assets of The Company; (iii) any intentional disclosure of The Company’s confidential information in violation of The Company's Privacy Policy; (iv) willful misconduct that is, as determined by The Company, materially injurious to The Company, monetarily or otherwise; (v) breach of The Company's code of ethics; or (vi) material breach of The Company's other written policies or procedures, or of Contractor’s obligations under this Agreement.

3. COMPENSATION.

3.1 Compensation. The Company shall pay Contractor as full and complete compensation for Contractor’s services hereunder, the commissions and investment advisory fees as computed based on the parameters set forth in Schedules A of each of the Contractor’s agreements with The Company, LLC affiliated companies (Schedules of Payout Structure) on the Services provided directly by Contractor through that The Company affiliate, and for which that The Company affiliate has received the full fee or other compensation.

(a) The Company and Contractor may agree to add to, delete from, or otherwise change such Schedule A for any affiliated company, by way of the publication of company-specific Operating Guidelines, but such additions, deletions or changes shall only apply 90 days following the written agreement date of such additions, deletions or changes. Should Contractor be compensated by or for The Company's benefit for any Services and such compensation is subsequently rescinded by either the client or custodian, Contractor agrees immediately upon demand to return to The Company the associated compensation received.

3.2 Compensation Effect of Termination: If Contractor’s engagement with The Company is terminated for any reason, Contractor shall, subject to the terms and conditions hereof, be credited with compensation generated to Contractor’s termination date. Any debit or negative balance in Contractor’s compensation to The Company at termination of this Agreement shall be deemed a debt owed to The Company payable upon the termination date and may be offset by The Company against any monies then owed by The Company to Contractor.

3.3 Compensation Effect of Claims: If any dispute, action, claim or legal proceeding is brought by a client against either Contractor or The Company arising out of or in connection with Contractor’s actions in the offering of services as a Contractor of The Company may withhold or offset any compensation due Contractor against the amount asserted due to any third party in such dispute, action, or legal proceeding in accordance with Section 6.2 of this Agreement.

4. REPRESENTATIONS AND COVENANTS OF CONTRACTOR.

4.1 Registration and Qualifications. Contractor agrees not to conduct any insurance, investment advisory or other activities contemplated hereunder unless Contractor is in all respects fully licensed as required by law to conduct such activities. Contractor shall conduct all insurance, investment advisory and other activity in a manner consistent with the policies and procedures set forth by The Company and all relevant federal and state laws.

4.2 Expenses and Costs. Except as otherwise agreed to by The Company in writing, Contractor shall pay all expenses reasonably incurred in connection with Contractor’s activities hereunder including, without limitation, paying all costs involved in obtaining and maintaining requisite licenses and to comply with all applicable rules and regulations of the SEC, all applicable state Departments of Securities and Insurance, and any other applicable jurisdiction or self-regulatory organization in or through which The Company, or Contractor is registered, licensed or governed; to pay all Contractor’s office expenses such as rent, utilities, staff expenses, postage expenses, leases, personal computer system, continuing education, and technology fees; to pay all expenses incurred by The Company on Contractor’s behalf by reason of the relationship of The Company with Contractor and/or the clients of Contractor, which shall include, without limitation, (i) reimbursement to T h e C o m p a n y for costs incidental to or necessarily incurred in connection with licensing Contractor or any agent, representative or employee who may be in the direct or indirect employ of Contractor or any entity controlled or operated by Contractor including, but not limited to, fingerprint costs, U-4 filing costs, registration fees which may include costs associated with errors and omission professional liability insurance (“E&O”) premiums, technology services and various practice enhancement products; The Company may require Contractor to obtain E&O coverage outside of The Company policy if The Company is unable to obtain E&O coverage and (ii) any amounts owed by Contractor pursuant to Sections 5 and 6 Indemnification and Set Off Right/Holdback hereof.

4.3 Exclusive Relationship. During the term of this Agreement, Contractor shall not be interested directly or indirectly, in any manner, as partner, officer, director, shareholder, investment adviser representative, subcontractor, or in any other capacity in any other business similar to The Company's businesses or any allied trade without written permission from The Company; provided, however that nothing contained in this section shall be deemed to prevent or to limit the right of Contractor to invest any of Contractor’s money in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything contained in this section be deemed to prevent Contractor from investing or limit Contractor’s right to invest Contractor’s money in real estate. Contractor’s security holdings must be reported and all of Contractor’s securities transactions must be conducted in compliance with The Company's Code of Ethics and The Company's compliance policies.

4.4 Non-Solicitation. During the term of this agreement, and for a period of 12 months after the termination of this agreement, regardless of the cause of such termination, Contractor shall not, directly or indirectly: (1) solicit, divert, employ, hire away, engage, license, lease or recruit, or attempt to solicit, divert, hire away, engage, employ, license, lease or recruit, any person who was employed by The Company at any time during the 12 months immediately preceding the termination of this agreement; or (2) contact, circularize or communicate with or solicit or participate in the solicitation of, in any manner, directly or indirectly, any person who at any time during the 12 months immediately preceding the termination of this agreement was or is, as the case may be, a client or customer of The Company. However, this Subsection 4.5 shall not apply to any clients or customers that Contractor originates and provides services to during the term of this agreement.

4.5 Conflicts. Contractor represents and warrants that the performance by Contractor of Contractor’s obligations hereunder will not, in any way, conflict with or constitute a breach or violation of any document, instrument or agreement to which Contractor is a party or by which Contractor or Contractor’s business or assets are bound.

4.6 Return of Property. Upon termination of this Agreement for any reason, Contractor shall return the originals or copies (as T h e C o m p a n y may determine in its sole discretion based on the regulatory responsibilities imposed on T h e C o m p a n y with respect to this material) of all proprietary documents, including but not limited to, marketing materials, technical analysis and white papers, client questionnaires, advisor training materials and any other materials deemed proprietary. Such records must be delivered to The Company on or prior to the termination date. If it is determined that Contractor is entitled to a copy of such records, Contractor will be responsible for any costs associated with the duplication and delivery of such records. Upon termination, The Company may require a written statement from Contractor confirming that Contractor has destroyed all aforementioned materials.

5. INDEMNIFICATION.

5.1 Contractor shall indemnify and hold harmless The Company and its officers, directors, shareholders, affiliates, agents, employees and independent contractors (“Indemnified Parties”) from and against penalties, claims, demands, causes of action, suits, judgments, costs and expenses, including without limitation, attorney’s and paralegal fees (including fees charged by in-house counsel for the Indemnified Parties), court costs and arbitration costs of any nature, except those resulting from the willful misconduct of one or more of the Indemnified Parties, that may be made against an Indemnified Party from and after the date of this Agreement, arising from, in connection with or relating to (i) the failure of Contractor to keep, perform and observe each and every one of the covenants hereunder, (ii) any breach of any representation or warranty hereunder, (iii) any act or omission on the part of Contractor, in Contractor’s capacity as an agent and/or investment advisor representative of The Company; (iv) any act or omission on the part of Contractor related to an insurance, brokerage and/or investment advisory client of Contractor prior to Contractor’s affiliation with The Company as an agent and/or an investment adviser representative; (v) the failure of Contractor to comply with and observe present and future federal, state, local or regulatory or self-regulatory rules, laws, orders, codes, regulations and ordinances applicable to Contractor or Contractor’s activities; (vi) any deficits in any account maintained at The Company in which Contractor has any direct or indirect interests, or any client account of Contractor. Contractor further indemnifies and holds harmless Indemnified Parties from all claims, liabilities, costs and expenses, including attorney fees, paralegal fees, penalties and interest that arise from, relate to or are attributed to the failure of The Company to (a) withhold FICA taxes hereunder; or (b) contribute to any unemployment insurance plan or any pension, profit sharing or other employee benefit plan because of a determination that the relationship of Contractor to The Company is other than that of an independent contractor.

5.2 In addition to and separate from The Company's other rights of indemnification under the Agreement,Contractor agrees to indemnify and hold The Company harmless against claims, actions, costs and liabilities, including attorneys’ fees and forum fees, arising out of or relating to any legal proceeding or arbitration initiated by Contractor’s former employer, broker-dealer, investment adviser, or insurance agency against T h e C o m p a n y alleging (a) tortious conduct, such as brokerage raiding, intentional interference with contract or employment relationship, unfair competition or aiding and abetting breach of fiduciary duty, or (b) misappropriation of trade secrets.

5.3 The Company shall indemnify and hold harmless Contractor from and against penalties, claims, demands, causes of action, suits, judgments, costs and expenses, including without limitation, attorney’s and paralegal fees, court costs and arbitration costs of any nature, except those resulting from or related to the underlying activities or conduct of Contractor or Contractor’s associated persons, that may be made against Contractor from and after the date of this Agreement, arising from, in connectionwithorrelating to (i) the failure of The Company to keep, perform and observe each and every one of the covenants hereunder, (ii) any breach of any representation or warranty by The Company hereunder, or (iii) the failure of The Company to comply with and observe present and future federal, state, local or regulatory or self-regulatory rules, laws, orders, codes, regulations and ordinances applicable to The Company activities.

5.4. Attorney Fees for Actions Related to this Agreement. In the event either party deems it necessary to initiate legal action against the other to enforce any provision of this Agreement, the prevailing party may recover from the other and the losing party does hereby agree to pay the reasonable costs incurred in initiating, defending and/or enforcing any provision of this Agreement including, without limitation, reasonable attorneys’ and paralegal fees and court costs.

6. SET OFF RIGHT / HOLDBACK. 

6.1 Set Off Right. The Company shall be entitled to a set off against Contractor’s compensation in order to restore a deficit balance in Contractor’s compensation account, indemnify The Company as required or permitted pursuant to this Agreement, pay any Termination Fee due to The Company or otherwise fund any payment due T h e C o m p a n y hereunder, including without limitation the repayment of any overpayment by The Company of any amounts to Contractor.

6.2 Holdback. In the event that The Company determines, in its reasonable discretion, that The Company may be liable to a third party as a result of actions or inactions of Contractor which are indemnifiable pursuant to the indemnification provisions hereof, or if any third party claim, complaint, transaction failure or transaction error in any account assigned to or serviced by or owned or controlled by Contractor remains outstanding and unresolved on the date when payment under Section 3.1 hereof would otherwise be due to Contractor, T h e C o m p a n y may retain compensation or other amount (which will not exceed the amount of the applicable deductible for The Company under any professional liability errors and omissions insurance policy in effect at the time only to the extent that alleged actions or inactions of Contractor are covered and not excluded from coverage under such policy) due Contractor or assets held by The Company on Contractor’s behalf or in which Contractor has any interest to the extent necessary to cover losses, settlements, expenses, deficits, reimbursements, indemnified liabilities, investigations, injuries, office audits and other amounts that may be owed or incurred by The Company, including any attorney’s fees, paralegal fees, investigative and court costs reasonably expected to be incurred in connection therewith. Upon the resolution of all such matters, The Company shall return all such amounts and property to Contractor to the extent not used to offset amounts owed The Company by Contractor.

7. CONFIDENTIALITY.

7.1 The parties understand that as a part of Contractor’s duties, Contractor will be exposed to certain confidential information about The Company and any business operations including but not limited to its investment methodology, research, and business strategies. Contractor acknowledges such information is the sole and exclusive property of The Company constituting valuable, special, and unique property of The Company in which The Company has and will have a protectable interest. The parties therefore agree that it is necessary to enter into this Agreement to protect The Company's interests.

7.2 Contractor shall not at any time during the course of Contractor’s affiliation with The Company, or at any time thereafter, communicate, divulge, use, or disclose for use by any other person, firm, corporation, partnership, joint venture, association or other entity whatsoever, any information or knowledge, known, disclosed or otherwise obtained by Contractor during Contractor’s engagement as an investment adviser representative of The Company, which is not generally known in the financial services industry which relates to the businesses of The Company, or is in the nature of a trade or business secret of The Company or other Confidential material, unless publicly available or required by a court of law or government agency.

7.3 The Company acknowledges that The Company will not have a protectable ownership interest in the underlying client relationships of Contractor.

8. MISCELLANEOUS. 

8.1 Entire Agreement. This Agreement and any Schedule or Addendum, if attached, contain the entire understanding between the parties with respect to the subject matter hereof and supersede any prior agreements or understandings between the parties with respect thereto.

8.2 Amendments; Waivers. Except for Schedules A and B, this Agreement may not be modified except by written agreement signed by the parties hereto and no provision hereof or breach thereof may be waived except in writing by the party waiving its rights. No delay or omission on the part of The Company in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy and no waiver of any right or remedy hereunder on any one occasion shall be construed as a waiver of any such right or remedy on any other occasion. The parties hereto agree that time is of the essence in the performance of all obligations hereunder.

8.3 Binding Effect. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, personal or legal representatives and permitted assigns including any subsidiaries and affiliates of The Company and may not be modified in whole or in part, verbally by course of conduct or otherwise. Contractor may not assign, pledge, or encumber in any way all or any part of The Company's interest under this Agreement without the prior written consent of a duly authorized officer of The Company.

8.4 Merger or Reorganization. The Company may assign its rights under this Agreement to any entity, which may acquire all or substantially all of the business currently conducted by The Company, or which may acquire substantially all of the assets and business of The Company existing at the time of such acquisition, or with or into which The Company may be consolidated or merged, provided that any such assignment shall be subject to the express terms and conditions of this Agreement.

8.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If there is any provision of this Agreement, or the application thereof to any party or circumstance, which shall be prohibited by law or invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provisions to other parties or circumstances.

8.6 Survival. The representations, warranties, covenants, indemnities, and obligations of Contractor including without limitation the provisions contained herein or made pursuant hereto shall survive the execution, delivery, enforcement and termination of this Agreement.

8.7 Governing Law. The construction and interpretation of this Agreement shall be governed in all respects by the laws of the state of North Carolina (without regard to its conflicts of law principles). The parties hereto irrevocably agree that all actions or proceedings in any way, manner, or respect, arising out of or from or related to this Agreement shall be decided only in a forum having its site in Charlotte, North Carolina. Each party hereby consents and submits to personal jurisdiction in the state of North Carolina and waives any right such party may have to transfer the venue of any such action or proceeding.

8.8 Remedies Cumulative. The remedies of the parties provided herein shall be cumulative and concurrent and may be pursued singularly, successively, or together, in any order, at the sole discretion of the party entitled to such remedy and may be exercised as often as occasion therefore shall arise.

8.9 Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given and received (a) when personally delivered or sent electronically; (b) one day after being sent by a nationally recognized overnight carrier with guaranteed next day delivery or (c) three days after being mailed by United States Certified Mail, Return Receipt Requested, postage prepaid. Notice is to be provided pursuant to the following contact information, or the most recent contact information on file for the parties:

RMJ INSURANCE LLC  - Attention: Roy Matlock 2817 West End Ave, #388 Nashville, TN 37203
Phone: 615-500-3040

8.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

8.11 Further Assurances of Contractor. Subsequent to the termination of this Agreement for any reason, Contractor shall cooperate with The Company in connection with any internal investigation or inquiry, regulatory investigation or inquiry, litigation or arbitration claim or regulatory enforcement action. Such cooperation shall include the production by Contractor of documents and the giving of oral or written testimony to The Company or The Company's designees.

8.12 Interpretation. No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.

9. ARBITRATION DISCLOSURE.

• ARBITRATION IS FINAL AND BINDING ON THE PARTIES

• THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING

  THE RIGHT TO JURY TRIAL.

• PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT

  FROM COURT PROCEEDINGS

• THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR

  LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION

  OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

• THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF

  ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

  To the extent allowed by law, any controversy between The Company and Contractor arising out of Contractor’s business, or this Agreement shall be submitted to arbitration conducted before the American Arbitration Association and in accordance with its rules. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate.

  No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

The decision and award of a majority of any arbitration panel shall be binding and final, and The Company and Contractor agree that such decision and award will be accepted as binding and conclusive and will abide thereby, and such award may be filed with the clerk of the court in the county where the principal office of The Company is located, or in any other court having proper jurisdiction, as a basis of judgment, and an execution may be issued for its collection; without in any way limiting the foregoing, a judgment upon any award rendered hereunder may be entered in the highest court of the forum, state or federal, having jurisdiction in the premises. The parties shall pay the costs of any arbitration held pursuant to this paragraph as the arbitrators, in their award, may direct. Venue in any matter arbitrated pursuant to this provision shall be exclusively in Nashville, Tennessee.

IN WITNESS WHEREOF, this Agreement has been executed by the parties and is effective as of the date of execution by RMJ Financial Services, LLC.